Certificate of Status

When is a Certificate of Status Issued

A certificate of status can be obtained for any registered company. These certificates are not issued for sole proprietorships or partnerships or business names. Sometimes a certificate of status is called a certificate of good standing or a certificate of compliance but they are all the same type of document.

In most cases the information inserted onto a certificate of status will be the same for every jurisdiction and in Canada this is the case.

It will include the most current name of the company, the date of incorporation and confirmation that the company is in good standing.  If the person or company that has requested a certificate of good standing from you wants additional information on the certificate it may be necessary to obtain a legal opinion instead.

certificate of status

How do you Confirm  a Partnership or Sole Proprietorship is in Good Standing

The only way to do this is to order a partnership or sole proprietorship search. The search will show the buisness is active. Since there is no requirement for these types of registrations to do annual reports the only thing that needs to be in good standing is the registration itself. Some of these registrations will only last 3 years or 5 years and therefore if you have not renewed your registration you will not be able to obtain a clear search showing the registration is current.

What does in Good Standing Mean

In each jurisdiction in Canada and elsewhere it can actual mean something different. In some cases such as the federal jurisdiction and the BC jurisdiction all corporate annual returns or reports must be filed with the government in order to obtain a clear report.

These reports are required in many provinces and are to be filed annually. They are filed with the Companies Branches and they do not have anything to do with Revenue Canada filings.

A certificate of status in Canada does not confirm that federal tax returns are up-to-date, however, if the company has been dissolved by the Companies Branch for non-filing of tax returns, which normally takes 3 or four years of default filings to happen, then a clear certificate of status will not be able to be obtained.

Therefore if a few tax returns are outstanding you will still be able to obtain a certificate of status for your company as long as any corporate annual reports or returns have been filed.


Ontario Certificate of Status

Ontario Certificate of Status

What determines whether an Ontario company or a foreign company licensed in Ontario is in good standing and can obtain a favourable Ontario Certificate of Status?

In order for a company to obtain a favourable Certificate of Status the factors taken into consideration by the government are:

– the status of the company’s Ontario Annual Return filings required pursuant to the Corporations Information Act (Ontario), and

–  the status of the company’s T2 Corporation Information Tax Return filings required pursuant to the provisions of the Income Tax Act (Canada).


Relationship of Ontario Annual Return Filing Requirement and an Ontario Certificate of Status

Ontario corporations incorporated pursuant to the Business Corporations Act (Ontario) and foreign business corporations licensed to carry on business in Ontario pursuant to the Extra-Provincial Corporations Act (Ontario) are required to file their Ontario Annual Return with Canada Revenue Agency within six months after the end of each tax year.

Ontario Share Corporations are required to file a Schedule 546 together with their T2 Corporation Information Tax Return.

Foreign business corporations are required to file Schedule 548 together with the C2 Corporation Information Tax Return.

The Ontario government is very lenient about these filings in comparison to most other provinces and territories.  It will allow a company to be behind in its Ontario Annual Return filings and T2 Corporation Information Tax Return filings for three or more years before it will dissolve a company.  It will also provide the company with adequate warning if its charter is going to be cancelled.

Certificate of Status will be able to be obtained for an Ontario corporation as long as the company has not been dissolved for the above-referenced filings or it has not violated any of its registration statute requirements.

Ontario Certificate of Status
An Ontario Certificate of Status is issued on behalf of an Ontario company to confirm it is in good standing.

However, if the company does not make its filings eventually it will be dissolved.  Once the company is dissolved it is no longer in good standing and a favourable Ontario Certificate of Status will not be issued if requested.

If a company is required to provide a bank, solicitor or supplier with a clear Certificate of Status and its company has been dissolved, the company will need to be revived which can be very costly.

You can obtain an Ontario Certificate of Status for a company by requesting same from a Canadian search and registration service.